Saint-Gobain // Universal Registration Document 2021

5 Corporate governance Composition and operation of the governing bodies SAINT-GOBAIN UNIVERSAL REGISTRATION DOCUMENT 2021 173 The Board also examined the proposed disposals, in particular the finalization of the disposal of Lapeyre (see Chapter 2, Section It also reviewed proposed acquisitions, including Chryso and GCP Applied Technologies (see Chapter 2, Section These transactions are a decisive step towards establishing Saint-Gobain as a world leader in construction chemicals and reinforce the Group’s strategy as a world leader in sustainable construction. The Board also monitored the progress of the Group’s cost reduction and operational excellence measures year on year. Finally, the Board of Directors approved the Grow & Impact plan, which was presented in detail at the strategic seminar in September, including the financial outlook, capital allocation and value creation objectives, ESG aspects, operational excellence, innovation, digital, and priorities for the Group's various countries and markets. This plan was then presented to the market during the Investor Day on October 6, 2021 (see Chapter 1, Section 3.2). Financial management Pursuant to its legal competency, the Board approved the annual and consolidated financial statements, and the interim consolidated financial statements, as well as the various reports relating to them, after hearing the opinions of the Chairwoman of the Audit and Risk Committee and the Statutory Auditors. The Board also approved the draft Resolutions submitted to the General Shareholders’ Meeting of June 3, 2021, in particular the proposed dividend distribution, and the reports made available to shareholders, and convened the meetings of shareholders and holders of Titres Participatifs. It approved the report on payments made to Governments (extractive industries). It approved the budget of the Saint-Gobain Group presented by Mr. Benoit Bazin, the various provisional management reports and documents, renewed the annual authorizations granted to the Chairman and Chief executive officer and, as from the separation of duties, to the Chief executive officer, to issue bonds, sureties, and guarantees. It also reviewed the procedure applicable to the current agreements entered into under normal terms and conditions and examined the related-party agreements entered into during previous fiscal years, the execution of which was ongoing during fiscal year 2021. It implemented the Company’s share buyback program. In this respect, it was announced on November 30, 2021 that the Company had already bought back in 2021 more than 8.5 million of its shares (net of employee shareholding transactions) for approximately €500 million, ahead of the share buyback target of €2 billion over five years (2021-2025) presented in early October during the Investor Day as part of the Grow & Impact plan. Internal control and risk management The Board of Directors undertook a review of the internal control and risk management processes in force within the Group, following analysis of the mapping of major financial and non-financial risks updated in 2021 by the Audit and Internal Control Department, and after hearing the report of the Chairwoman of the Audit and Risk Committee on these topics. follow-up audit conducted by an external service provider regarding the cybersecurity of the Saint-Gobain Group and of the post-audit monitoring plan. In particular, the Board of Directors reviewed the continued roll-out of the cyber plan in the context of the On several occasions, it reviewed the position of the Company and Group with regard to certain risks, procedures, litigation (notably in relation to asbestos, competition, the Grenfell Tower fire in the United Kingdom, and the environment) and the evolving regulatory environment. The General Secretary also provided an update on Saint-Gobain’s anti-corruption program (see Chapter 3, Section 1.2.1). Finally, the Board of Directors reviewed the services assigned to the Statutory Auditors and their network as authorized by the Audit and Risk Committee. Corporate Social Responsibility/Climate change Over 5 sessions, one point on the agenda was dedicated to Corporate Social Responsibility matters, more specifically the following topics: Grow and Impact strategic plan that places ESG at the ■ heart of Saint-Gobain’s development model; Solutions for Growth, a program that analyzes all the ■ products and services offered by the Group and quantifies their ability to provide customers with performance and sustainability benefits; non-financial information (including quantification of ■ the benefits of Saint-Gobain solutions and performance barometer) and evolution of the dashboard to focus on priority issues (see Chapter 2, Section 1.3.3 and Chapter 4, Section 2.1); CO2 roadmap and environmental strategy in line with ■ the objectives for 2030, validated by the Science-Based Targets Initiative to achieve carbon neutrality by 2050, with many levers including product weight reduction, World Class Manufacturing (WCM), and the use of decarbonized energy (see Chapter 2, Section 3.4.1 and Chapter 3, Section 2.1.5); circular economy and recycling of production waste ■ and plastic packaging; taxonomy; ■ review of the compliance program (competition, ■ embargoes, anti-corruption) (see Chapter 3, Section 1.2); human resources policy (see Chapter 3, Section 4.3 and ■ below). In particular: non-discrimination and diversity. With regard to ■ gender diversity, in March 2020 the Board of Directors, on the proposal of General Management, set gender diversity targets within the management bodies of Compagnie de Saint-Gobain and its subsidiaries by 2025, namely 30% women on the Executive Committee of Compagnie de Saint-Gobain, and 30% women on the Executive Committees of the Business Units. To achieve these objectives, it was decided to require that at least 30% of new hires be women and require gender diversity among spokespersons. The monitoring of these objectives was discussed at the Board meeting in November 2021, professional and pay equality, ■ talent management; ■